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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2001
COMMISSION FILE NUMBER: 1-12997
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MAXIMUS, INC.
(Exact Name of Registrant as Specified in Its Charter)
VIRGINIA 54-1000588
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
11419 SUNSET HILLS ROAD, RESTON, VIRGINIA 20190
(Address of Principal Executive Offices Including Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (703) 251-8500
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
COMMON STOCK, NO PAR VALUE
(Title of Each Class)
NEW YORK STOCK EXCHANGE
(Name of Each Exchange on Which Registered)
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES |X| NO |_|
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. |_|
The aggregate market value of voting stock held by non-affiliates of
the registrant as of January 2, 2002 was $837,508,805 based on the last
reported sale price of the registrant's Common Stock on The New York Stock
Exchange as of the close of business on that day. (On the same basis, the
aggregate value of the voting stock, including shares held by affiliates was
$947,591,042). There were 23,179,820 shares of the registrant's Common Stock
outstanding as of January 2, 2002.
DOCUMENTS INCORPORATED BY REFERENCE
None.
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EXPLANATORY NOTE:
This Annual Report on Form 10-K/A has been filed by the Registrant to
amend the Annual Report on Form 10-K filed by the Registrant on December 21,
2001 to include the information required to be disclosed by Items 10-13 of
Form 10-K.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
(a) Identification of Directors.
Certain information regarding each of our current directors,
including his principal occupation during the past five years and current
directorships, is set forth below.
CLASS I DIRECTORS
--------------------------------------------------------
NAME AND AGE BUSINESS EXPERIENCE AND OTHER DIRECTORSHIPS DIRECTOR SINCE
- ------------ -------------------------------------------------------- --------------
Peter B. Pond Peter B. Pond has served as one of our directors since 1997
Age: 57 his election by the board in December 1997 and as
Chairman of the Board since September 2001. Mr. Pond is
a founder of ALTA Equity Partners LLC, a venture capital
firm, and has been a General Partner of that firm since
June 2000. Prior to that, Mr. Pond was a Principal and
Managing Director in the Investment Banking Department
at Donaldson, Lufkin & Jenrette Securities Corporation
in Chicago and was head of that company's Midwest
Investment Banking Group. Mr. Pond holds a B.S. in
Economics from Williams College and an M.B.A. in Finance
from the University of Chicago. He is also a director of
Navigant Consulting, Inc.
James R. Thompson, Jr. James R. Thompson, Jr. has served as one of our 2001
Age: 65 directors since his election in March 2001. Governor
Thompson currently serves as Chairman of the Chicago
office of the law firm of Winston & Strawn, a position
he has held since January 1993. He joined that firm in
January 1991 as Chairman of the Executive Committee
after serving four terms as Governor of the State of
Illinois from 1977 until January 1991. Prior to his
terms as Governor, he served as U.S. Attorney for the
Northern District of Illinois from 1971 to 1975.
Governor Thompson served as the Chief of the Department
of Law Enforcement and Public Protection in the Office
of the Attorney General of Illinois, as an Associate
Professor at Northwestern University School of Law, and
as an Assistant State's Attorney of Cook County. He is a
former Chairman of the President's Intelligence
Oversight Board. Governor Thompson is currently a member
of the boards of directors of Jefferson Smurfit Group,
Navigant Consulting, Inc., Prime Retail, Inc., The Japan
Society (New York), Metal Management, Inc., Prime Group
Realty Trust, FMC Corporation, FMC Technologies, Inc.,
the Chicago Board of Trade and Hollinger International.
He also serves on the boards of the Museum of
Contemporary Art, the Lyric Opera and the Illinois Math
& Science Academy Foundation. Governor Thompson attended
the University of Illinois and Washington University,
and he received his J.D. from Northwestern University in
1959.
2
CLASS II DIRECTORS
--------------------------------------------------------------
NAME AND AGE BUSINESS EXPERIENCE AND OTHER DIRECTORSHIPS DIRECTOR SINCE
- ------------ -------------------------------------------------------------- --------------
Russell A. Beliveau Russell A. Beliveau has served as President of Investor 1995
Age: 54 Relations at MAXIMUS since October 2000 and as President of
Business Development from September 1998 until October 2000.
Prior to that, he served as the President of our Government
Operations Group from 1995 to 1998. Mr. Beliveau has more than
twenty years' experience in the health and human services
industry during which he has worked in both government and
private sector positions at the senior executive level.
Mr. Beliveau's past positions include Vice President of
Operations at Foundation Health Corporation of Sacramento,
California from 1988 through 1994 and Deputy Associate
Commissioner (Medicaid) for the Massachusetts Department of
Public Welfare from 1983 until 1988. Mr. Beliveau received his
Masters in Business Administration and Management Information
Systems from Boston College in 1980 and his B.A. in Psychology
from Bridgewater State College in 1974.
Jesse Brown Jesse Brown has served as one of our directors since his 1997
Age: 57 election by the board in September 1997. Mr. Brown was
President of Brown & Associates, Inc., an international
consulting company, until his retirement in October 2001.
Mr. Brown served as Secretary of Veterans Affairs in the
Clinton Administration from 1993 until 1997 and as Executive
Director of the Washington office of Disabled American
Veterans from 1989 to 1993. Mr. Brown also serves on the
boards of directors of PEC Solutions, Inc. and Roy
F. Weston, Inc. Mr. Brown is an honors graduate of Chicago
City College and also attended Roosevelt University in Chicago
and Catholic University in Washington, D.C.
3
CLASS III DIRECTORS
--------------------------------------------------------
NAME AND AGE BUSINESS EXPERIENCE AND OTHER DIRECTORSHIPS DIRECTOR SINCE
- ------------ -------------------------------------------------------- --------------
Lynn P. Davenport Lynn P. Davenport has served as the President of our 1994
Age: 54 Consulting Group since October 2000. Before that he was
President of our Human Services Division since he joined
MAXIMUS in 1991. He has over twenty-five years of health
and human services experience in the areas of
administration, productivity improvement, management
consulting, revenue maximization and management
information systems. Prior to joining us, Mr. Davenport
was employed by Deloitte & Touche, and its predecessor,
Touche Ross & Co., in Boston, Massachusetts, where he
became a partner in 1987. Mr. Davenport received his
M.P.A. in Public Administration from New York University
in 1971 and his B.A. in Political Science and Economics
from Hartwick College in 1969.
Thomas A. Grissen Thomas A. Grissen has served as our Chief Operating 1999
Age: 42 Officer since October 2000. Before that he was President
of our Government Operations Group since he joined
MAXIMUS in March 1999. Prior to that, he served as the
General Manager and Vice President of TRW from January
1998. Mr. Grissen was President of BDM International
from April 1997 until joining TRW. Before starting at
BDM International, Mr. Grissen was a principal and
managing director of Unisys for sixteen years.
Mr. Grissen received his Executive M.B.A. from Michigan
State University and his B.A. in Business from Central
Michigan University.
David V. Mastran David V. Mastran has served as our President and Chief 1975
Age: 59 Executive Officer since he founded MAXIMUS in 1975.
Dr. Mastran received his Sc.D. in Operations Research
from George Washington University in 1973, his M.S. in
Industrial Engineering from Stanford University in 1966
and his B.S. from the United States Military Academy at
West Point in 1965.
4
(b) Identification of Executive Officers.
The response to this item in contained under the caption "Executive
Officers and Directors and Other Significant Employees of the Registrant" in
Part I of our Annual Report on Form 10-K and is hereby incorporated herein in
its entirety by reference.
(c) Identification of Certain Significant Employees.
Not applicable.
(d) Family Relationships.
None.
(e) Business Experience.
The business experience of our executive officers who also serve
as our directors is set forth in "Item 10(a) - Identification of Directors"
of this Annual Report on Form 10-K/A and the business experience of those
executive officers who are not also our directors is set forth under the
caption "Executive Officers and Directors and Other Significant Employees of
the Registrant" in Part I of our Annual Report on Form 10-K. The
directorships held by each of our directors in any company with a class of
securities registered pursuant to Section 12 of the Securities Exchange Act
of 1934, as amended, or subject to Section 15(d) of such Act or any company
registered as an investment company under the Investment Company Act of 1940,
as amended, is set forth in Item 10(a) of this Annual Report on Form 10-K/A.
The information set forth in Item 10(a) of this Annual Report on Form 10-K/A
and Part I of our Annual Report on Form 10-K is hereby incorporated herein in
its entirety by reference.
(f) Involvement in Certain Legal Proceedings.
To the best of our knowledge, none of our current directors or
executive officers
5
has been involved during the past five years in any legal proceedings
required to be disclosed pursuant to Item 401(f) of Regulation S-K of the
Securities and Exchange Commission.
(g) Promoters and Control Persons.
Not applicable.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Our directors, our executive officers and anyone owning beneficially
more than ten percent of our equity securities are required under Section
16(a) of the Securities Exchange Act of 1934 to file with the SEC reports of
their ownership and changes of their ownership of our securities. They must
also furnish copies of the reports to us. During some or all of our 2001
fiscal year, Dr. Mastran, Messrs. Beliveau, Grissen, Brown, Pond, Thompson
and Davenport, Raymond Ruddy, Susan Pepin, George Casey and Margaret Carrera
were our directors, executive officers and/or ten percent beneficial owners.
Based solely on our review of the reports furnished to us and any written
representations that no other reports were required received by us, we
believe that during our 2001 fiscal year, our directors, executive officers
and ten percent beneficial owners complied with all applicable Section 16(a)
filing requirements, except that a Form 3 required upon James R. Thompson,
Jr.'s election to our board of directors which was due by March 16, 2001 was
filed in May 2001.
6
ITEM 11. EXECUTIVE COMPENSATION.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE The table below provides earned
compensation information for our CEO and our four other most highly
compensated executive officers whose earned salary and bonus from MAXIMUS for
fiscal year 2001 exceeded $100,000.
SUMMARY COMPENSATION TABLE
LONG-TERM
ANNUAL COMPENSATION AWARDS
COMPENSATION(1) -------------------
FISCAL ------------------- SECURITIES ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS(2) UNDERLYING OPTIONS COMPENSATION(3)
- --------------------------- -------- -------- -------- ------------------- ---------------
David V. Mastran................. 2001 $350,000 -- -- --
President and Chief Executive 2000 350,000 -- -- --
Officer 1999 350,000 -- -- --
Thomas A. Grissen................ 2001 340,000 $ 30,100 * $6,800
Chief Operating Officer 2000 320,000 95,000 36,944(4) 8,250
1999 181,944 70,000 204,199(5) 4,950
Lynn P. Davenport................ 2001 340,000 -- * 6,800
President of Consulting Group 2000 320,000 138,750 21,985(6) 6,800
1999 311,538 174,500 10,468(7) 7,733
David A. Hogan................... 2001 260,000 74,630 * 7,108
President of Government 2000 205,000 97,000 32,175(8) 6,796
Operations Group 1999 192,500 75,000 4,499(9) 7,429
Russell A. Beliveau.............. 2001 280,000 24,070 * 6,800
President of Investor Relations 2000 280,000 25,000 2,880(10) 6,800
1999 270,000 35,000 2,100(11) 7,733
- ------------------------
* As of the date hereof, we have not determined the number of options which
will be granted to these executive officers for our 2001 fiscal year, but
we do intend to make such grants.
(1) Compensation in the form of perquisites and other personal benefits has
been omitted when the total amount of those perquisites and personal
benefits constituted less than either $50,000 or 10% of the total annual
salary and bonus for the officer for the 2001 fiscal year.
(2) The bonuses shown for 2001 were earned in fiscal 2001, but paid on or about
October 31, 2001. Similarly, bonuses earned in fiscal 2000 were paid on or
about October 31, 2000, and bonuses earned in fiscal 1999 were paid on or
about October 21, 1999.
(3) The figures in this column represent the company's contribution to the
employee's account under our 401(k) plan.
(4) Consists of options earned in fiscal 2000 to purchase 30,944 shares of
common stock at an exercise price of $20.75 per share granted in
October 2000 and options to purchase 6,000 shares of common stock at an
exercise price of $20.438 per share granted in June 2000.
(5) Consists of options earned in fiscal 1999 to purchase 4,199 shares of
common stock at an exercise price of $26.25 per share granted in October
1999 and options to purchase 200,000 shares of common stock at an
exercise price of $31.063 per share granted in February 1999.
(6) Consists of options earned in fiscal 2000 to purchase 15,985 shares of
common stock at an exercise price of $20.75 per share granted in
October 2000 and options to purchase 6,000 shares of common stock at an
exercise price of $20.438 per share granted in June 2000.
7
(7) Consists of options earned in fiscal 1999 to purchase common stock at an
exercise price of $26.25 per share granted in October 1999.
(8) Consists of options earned in fiscal 2000 to purchase 26,175 shares of
common stock at an exercise price of $20.75 granted in October 2000 and
options to purchase 6,000 shares of common stock at an exercise price of
$20.438 granted in June 2000.
(9) Consists of options earned in fiscal 1999 to purchase shares of common
stock at an exercise price of $26.25 granted in October 1999.
(10) Consists of options earned in fiscal 2000 to purchase common stock at an
exercise price of $20.75 granted in October 2000.
(11) Consists of options earned in fiscal 1999 to purchase common stock at an
exercise price of $26.25 granted in October 1999.
OPTION GRANT TABLE. The following table provides information for
options granted to our CEO and our four other most highly compensated
executive officers during fiscal year 2001.
OPTION GRANTS IN LAST FISCAL YEAR
POTENTIAL
INDIVIDUAL GRANTS REALIZABLE VALUE OF
------------------------------------------------------ ASSUMED
PERCENT ANNUAL RATES OF
NUMBER OF OF TOTAL STOCK PRICE
SECURITIES OPTIONS APPRECIATION FOR
UNDERLYING GRANTED TO EXERCISE OR OPTION TERM (1)
OPTIONS EMPLOYEES BASE PRICE EXPIRATION ---------------------
NAME GRANTED IN FISCAL YEAR ($/SHARE) DATE 5% 10%
- ---- ---------- -------------- ----------- ---------- -------- ----------
David V. Mastran.................. -- -- -- -- -- --
Lynn P. Davenport................. 15,985 1.37% $ 20.75 (2) $208,604 $ 528,624
Thomas A. Grissen................. 30,944 2.65 20.75 (2) 403,819 1,023,318
David A. Hogan.................... 26,175 2.24 20.75 (2) 341,584 865,607
Russell A. Beliveau............... 2,880 0.25 20.75 (2) 37,584 95,242
- ------------------------
(1) The values in this column are given for illustrative purposes; they do not
reflect our estimate or projection of future stock prices. The values
are based on an assumption that our common stock's market price will
appreciate at the stated rate, compounded annually, from the date of the
option grant until the end of the option's 10-year term. We based the
values on the common stock's last sale price on the business day
immediately preceding the date of grant, as reported on the New York
Stock Exchange. Actual gains, if any, on stock option exercises will
depend upon the future performance of our common stock's price, which
will affect all shareholders proportionately.
(2) These options were granted on October 27, 2000 under our 1997 Equity
Incentive Plan. Each option expires upon the earlier of three months after
the officer's termination of employment or October 27, 2010.
8
AGGREGATE OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUES. The
following table provides information regarding stock options exercised by our
CEO and our four other most highly compensated officers during fiscal year
2001 and held by our CEO and our four other most highly compensated officers
as of September 30, 2001:
AGGREGATE OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUES
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS EXERCISED DURING OPTIONS IN-THE-MONEY OPTIONS
FISCAL YEAR 2001 (1) AT FISCAL YEAR-END AT FISCAL YEAR-END (2)
--------------------------- --------------------------- ---------------------------
SHARES ACQUIRED VALUE
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ----------------------------- --------------- --------- ----------- ------------- ----------- -------------
David V. Mastran............. -- -- -- -- -- --
Lynn P. Davenport............ 16,303 $529,684 118,442 24,271 $3,937,898 $ 415,734
Thomas A. Grissen............ 25,000 432,051 86,336 129,807 833,342 1,422,587
David A. Hogan............... 10,456 216,051 9,987 27,504 168,766 503,318
Russell A. Beliveau.......... -- -- 21,344 4,109 586,717 66,029
- ------------------------
(1) The values in this column represent the fair market value of the shares
acquired upon exercise of options as of the date of exercise, less the
exercise price paid to exercise those options.
(2) The values in this column represent the difference between the last
reported sales price of the common stock as reported by the New York
Stock Exchange on September 28, 2001 ($39.73) (September 30, 2001 was a
Sunday) and the exercise price of the option, multiplied by the number
of shares subject to the option.
DIRECTOR COMPENSATION
Directors who are also MAXIMUS employees do not receive additional
compensation for their services as directors. Outside directors are paid a
$30,000 annual retainer and a fee of $2,500 for each day of board or
committee meetings in which they participate. Directors who are entitled to
directors' fees may elect to receive all or a portion of their cash fees in
stock options granted under our 1997 Equity Incentive Plan, valued using the
Black-Scholes option pricing method. For fiscal 2001, all of our outside
directors elected to receive their annual retainers in the form of stock
options. Pursuant to these elections, Mr. Brown, Mr. Pond and Governor
Thompson each received options to purchase 2,073 shares of our common stock
at an exercise price of $35.00 per share. For fiscal 2001, Mr. Pond and
Governor Thompson also elected to receive all of their meeting attendance
fees in the form of stock options. Pursuant to these elections, Mr. Pond
received options to purchase 1,720 shares of our common stock at exercise
prices ranging from $29.31 to $46.03 per share, and Governor Thompson
received options to purchase 688 shares of our common stock at exercise
prices ranging from $35.00 to $46.03 per share. For fiscal 2001, we paid Mr.
Brown $25,000 in meeting attendance fees. During our 2001 fiscal year, Mr.
Brown and Mr. Pond also received special option grants in appreciation for
their service to us, in the following amounts: Mr. Brown received options to
purchase 1,500 shares of our common stock at an exercise price of $32.15 per
share; Mr. Pond received options to purchase 4,000 shares of our common stock
at exercise prices ranging from $32.15 to $33.95 per share.
Any director who is not a MAXIMUS employee is eligible to participate in
our 1997 Director Stock Option Plan. Options under the Director Stock Option
Plan are automatically granted to an eligible director upon the election or
re-election of the director. Under the plan, each option consists of 5,000
shares of common stock for each year of the term of office to which the
director is elected or re-elected, with any period of term of office less
than a year deemed a full year. The option becomes exercisable for 5,000
shares immediately upon grant and, if the grant is for more than 5,000
shares, then it also becomes exercisable for an additional 5,000 shares at
each subsequent annual shareholders meeting during which the optionee is an
eligible director and shares remain unexercisable under the option. Options
granted under the Director Stock Option Plan have a ten-year term. The
exercise price for each option is equal to our common stock's last sale price
on the trading day immediately preceding the date of grant, as reported on
the New York Stock Exchange. Currently, the only eligible directors are
Messrs. Brown, Pond and Thompson.
EXECUTIVE EMPLOYMENT AGREEMENTS
COMPENSATION. Dr. Mastran, Mr. Davenport, Mr. Grissen and Mr.
Beliveau agreed to serve as officers of MAXIMUS under executive employment
agreements which provided for minimum base salaries, subject to increases in
the case of Messrs. Davenport, Grissen and Beliveau. Under those agreements,
Dr. Mastran, Mr. Davenport and Mr. Beliveau received base salaries for our
2001 fiscal year as follows: Dr. Mastran, $350,000; Mr. Davenport, $340,000;
Mr. Beliveau, $280,000. Mr. Grissen's executive employment agreement set his
initial base salary at $25,000 per month. Mr. Grissen's salary is reviewed
annually for adjustment. In addition, each of these officers is entitled to
receive a year-end bonus that is consistent with our past practices under his
employment agreement. Mr. Hogan does not have an employment agreement with
MAXIMUS.
TERM AND TERMINATION. Dr. Mastran's, Mr. Davenport's and Mr.
Beliveau's employment agreements expired on September 30, 2001. Mr. Grissen's
employment term began March 1, 1999 and continues through March 1, 2003. Mr.
Hogan is an employee at will. The employment of each of these officers is
subject to our right to terminate the officer's employment if he or she
breaches any material duty or obligation to us or engages in other proscribed
conduct.
OTHER TERMS. Mr. Grissen's employment agreement provides that he will
not compete with us and will maintain our trade secrets in strict confidence.
Although now expired, our employment agreements with Dr. Mastran, Mr.
Davenport and Mr. Beliveau contain provisions which survive the expiration of
the agreements which similarly limit these officers from engaging in certain
competitive activities and require these officers to maintain the
confidentiality of our proprietary information.
9
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During fiscal year 2001, the MAXIMUS compensation committee consisted
of Dr. Mastran and Mr. Ruddy until December 16, 2000, after which it
consisted of Mr. Brown and Mr. Pond. Dr. Mastran has served as President,
Chief Executive Officer and a director of MAXIMUS since our incorporation in
1975. Mr. Ruddy served as the Chairman of the Board and an officer of MAXIMUS
from 1985 until his retirement on August 13, 2001. Mr. Brown and Mr. Pond
have each served as outside directors of MAXIMUS since 1997. In addition,
Messrs. Beliveau, Davenport and Grissen are officers and employees of
MAXIMUS. In their capacity as members of the board of directors, these
individuals consider compensation matters.
Until June 2001, Mr. Pond was a Principal and Managing Director in the
Investment Banking Department at Donaldson, Lufkin & Jenrette Securities
Corporation (DLJ) in Chicago. As disclosed under the caption "Certain
Relationships and Related Transactions" above, DLJ or its affiliates acted as
managing underwriter for two of our public offerings of common stock and
managed our securities portfolio. In his capacity as a member of the board of
directors, Mr. Pond also considers non-cash compensation matters.
Governor Thompson, who has served as one of our directors since his
election in March 2001, is Chairman of the law firm of Winston & Strawn in
Chicago. As disclosed under the caption "Certain Relationships and Related
Transactions" above, Winston & Strawn has provided certain specialized legal
services to MAXIMUS from May 2000 to the present. In his capacity as a member
of the board of directors, Governor Thompson also considers non-cash
compensation matters.
10
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
SECURITY OWNERSHIP OF MANAGEMENT AND FIVE PERCENT OWNERS
The following table shows the number of shares of common stock
beneficially owned as of January 2, 2002 (unless otherwise indicated), by (i)
the only persons known by us to own more than five percent of our outstanding
shares of common stock, (ii) our directors and the nominees for director,
(iii) the executive officers named in the Summary Compensation Table
contained in this report and (iv) all of our directors and executive officers
as a group.
The number of shares beneficially owned by each holder is based upon
the rules of the Securities Exchange Commission. Under SEC rules, beneficial
ownership includes any shares over which a person has sole or shared voting
or investment power as well as shares which the person has the right to
acquire within 60 days by exercising any stock option or other right.
Accordingly, this table includes shares that each person has the right to
acquire on or before March 3, 2002. Unless otherwise indicated, to the best
of our knowledge, each person has sole investment and voting power (or shares
that power with his or her spouse) over the shares in the table. By including
in the table shares that he or she might be deemed beneficially to own under
SEC rules, a holder does not admit beneficial ownership of those shares for
any other purpose.
To compute the percentage ownership of any shareholder or group of
shareholders in the following table, the total number of shares deemed
outstanding includes 23,179,820 shares that were outstanding on January 2,
2002, plus any shares that holder or group of holders could acquire upon
exercising any options held by that holder or group of holders that are
exercisable on or before March 3, 2002.
SHARES OF COMMON STOCK
BENEFICIALLY OWNED
-------------------------
BENEFICIAL OWNER SHARES PERCENT
- ---------------- --------- --------
Waddell & Reed Investment................................... 1,390,136(1) 6.0%
Management Company
6300 Lamar Avenue
Overland Park, Kansas 66202
T. Rowe Price Associates, Inc............................... 1,268,000(2) 5.5
100 East Pratt Street
Baltimore, Maryland 21202
David V. Mastran............................................ 2,636,295(3) 11.4
Russell A. Beliveau......................................... 81,831(4) *
Jesse Brown................................................. 28,956(5) *
Lynn P. Davenport........................................... 94,692(6) *
Thomas A. Grissen........................................... 139,907(7) *
Peter B. Pond............................................... 37,853(8) *
James R. Thompson, Jr....................................... 8,139(9) *
David A. Hogan.............................................. 9,987(10) *
All directors and executive officers as a group (11 3,058,641(11) 13.0%
persons)..................................................
11
- ------------------------
* Percentage is less than 1% of all outstanding shares of common stock.
(1) As of December 10, 2001, based upon disclosures made to us by the
shareholder in response to a questionnaire prepared by us to solicit
ownership information from the shareholder. This shareholder indicated that
these shares are reported by Waddell & Reed Financial, Inc. on behalf of
itself, Waddell & Reed Financial Services, Inc., Waddell & Reed, Inc. and
Waddell & Reed Investment Management Company, and include shares owned by
open-ended investment companies or managed accounts advised or sub-advised
by Waddell & Reed Investment Management Company.
(2) As of November 30, 2001, based upon disclosures made to us by the
shareholder in response to a questionnaire prepared by us to solicit
ownership information from the shareholder. This shareholder indicated
that T. Rowe Price Associates has sole dispositive power for 1,268,000
shares and sole voting power for 411,300 shares, that these securities
are owned by individual and institutional investors which T. Rowe Price
Associates, Inc. serves as investment advisor with power to direct
investments and/or sole power to vote the securities, and that for
purposes of Securities Exchange Act reporting, T. Rowe Price Associates,
Inc. disclaims beneficial ownership of these securities.
(3) Includes (i) 62,129 shares and 9,930 shares issuable under stock options
exercisable on or before March 3, 2002 held by Dr. Mastran's spouse and
(ii) 1,800 shares held by Dr. Mastran's father who resides in Dr. Mastran's
home.
(4) Includes 21,344 shares issuable under stock options exercisable on or
before March 3, 2002. Also includes 58,992 shares held in a trust of which
Mr. Beliveau and his spouse are the primary beneficiaries.
(5) Includes 28,573 shares issuable under stock options exercisable on or
before March 3, 2002.
(6) Includes 93,442 shares issuable under stock options exercisable on or
before March 3, 2002. Also includes 1,250 shares held by Mr. Davenport's
son.
(7) Includes 136,336 shares issuable under stock options exercisable on or
before March 3, 2002.
(8) Includes 37,853 shares issuable under stock options exercisable on or
before March 3, 2002.
(9) Includes 8,139 shares issuable under stock options exercisable on or before
March 3, 2002.
(10) Includes 9,987 shares issuable under stock options exercisable on or before
March 3, 2002.
(11) Includes 365,385 shares issuable under stock options exercisable on or
before March 3, 2002.
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Governor Thompson, who has served as one of our directors since his
election in March 2001, is Chairman of the law firm of Winston & Strawn in
Chicago. Winston & Strawn has provided certain specialized legal services to
MAXIMUS from May 2000 to the present.
Donna Muldoon Mastran, our former Chief Administrative Officer, is
married to Dr. Mastran, our President and CEO and one of our directors. Mrs.
Mastran earned $140,000 in salary and $24,070 in bonus from us during our
2001 fiscal year. As of the date hereof, Mrs. Mastran remains employed by us
on similar terms.
Keven L. Kvasnicka is employed by us as a Manager in our Office of
Information Systems. Mr. Kvasnicka is married to Dr. Mastran's daughter. Mr.
Kvasnicka earned $78,000 in salary and $8,430 in bonus from us during our
2001 fiscal year. As of the date hereof, Mr. Kvasnicka remains employed by us
on similar terms.
Joseph L. Mastran, Dr. Mastran's brother, is employed by us as a
Corporate Real Estate Specialist. Joseph Mastran earned $60,000 in salary and
$3,620 in bonus from us during our 2001 fiscal year. As of the date hereof,
Joseph Mastran remains employed by us on similar terms.
Janis D. Mastran, a Manager in our Travel Division, was Dr. Mastran's
sister-in-law until May 9, 2001. Ms. Mastran earned $62,000 in salary and
$9,630 in bonus from us during our 2001 fiscal year. As of the date hereof,
Ms. Mastran remains employed by us on similar terms.
Fred E. Casey is employed by us as a Senior Manager in our
Infrastructure Technologies Division. Mr. Casey is the brother of George C.
Casey, the former President of our Infrastructure Technologies Division and
one of our former directors. Fred Casey earned $115,000 in salary and $4,000
in bonus from us during our 2001 fiscal year. As of the date hereof, Fred
Casey remains employed by us on similar terms.
Alan M. Casey is employed by us as a Manager in our Infrastructure
Technologies Division. Mr. Casey is the brother of George C. Casey. Alan
Casey earned $107,000 in salary and $8,000 in bonus from us during our 2001
fiscal year. As of the date hereof, Alan Casey remains employed by us on
similar terms.
Peter R. Baylinson is employed by us as Financial Manager in our
Government Operations Group. Mr. Baylinson is the brother of Ilene R.
Baylinson, the former President of our Federal Services Division. Mr.
Baylinson earned $74,000 in salary and $8,430 in bonus from us during our
2001 fiscal year. As of the date hereof, Mr. Baylinson remains employed by us
on similar terms.
Evan A. Baylinson is employed by us as a Senior Application Developer
in our Office of Information Systems. Mr. Baylinson is the brother of Ilene
R. Baylinson. Mr. Baylinson earned $62,720 in salary and $6,010 in bonus from
us during our 2001 fiscal year. As of the date hereof, Mr. Baylinson remains
employed by us on similar terms.
Ms. Carrera, former Vice Chairwoman of our board, owned property in
Sacramento, California which was leased by MAXIMUS during our 2001 fiscal
year. Pursuant to this lease, during our 2001 fiscal year, Ms. Carrera
received a total of $67,787 in rental payments from MAXIMUS.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized on the
28th day of January 2002.
MAXIMUS, Inc.
By: /s/ F. ARTHUR NERRET
------------------------------------
F. ARTHUR NERRET
VICE PRESIDENT, FINANCE
AND CHIEF FINANCIAL OFFICER
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